<PAGE>
                                                                   EXHIBIT 10.4

                                  OEM AGREEMENT

                          (International/Asia Pacific)





                       Foundry Networks, Inc., as Supplier





                          UTStarcom, Inc., as Purchaser





                         Effective Date: August 10, 2000



UTStarcom, Inc.                                        Foundry Networks, Inc.
1275 Harbor Bay Parkway                                2100 Gold Street
Alameda, CA 94502, USA                                 San Jose, CA 95164, USA
Telephone: 510-864-8800                                Telephone:
Facsimile: 510-864-8802                                Facsimile:



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                                TABLE OF CONTENTS
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ARTICLE I TERM OF AGREEMENT; DEFINED TERMS...................................1
         1.01     General Relationship.......................................1
         1.02     Term of Agreement..........................................1
         1.03     Definitions................................................1

ARTICLE II PURCHASE ORDERS; REPORTS..........................................1

         2.01     Issuance and Acceptance of Purchase Orders.................1
         2.02     Invoices...................................................3
         2.03     Rolling [***] Forecast.....................................3
         2.04     Purchase Order Modifications or Cancellations..............3
         2.05     Customization Requirements.................................3
         2.06     Hardware and Software Enhancements.........................4
         2.07     Cost Reduction Program.....................................4
         2.08     Initial Order..............................................4

ARTICLE III DELIVERY AND ACCEPTANCE OF PRODUCTS..............................4

         3.01     Title and Risk of Loss.....................................4
         3.02     Acceptance of Products.....................................4
         3.03     Defective Products.........................................4

ARTICLE IV PRICES: PAYMENT TO THE SUPPLIER...................................5

         4.01     Prices for Products........................................5
         4.02     Payment....................................................5
         4.03     Taxes......................................................5
         4.04     Place of Payment...........................................6

ARTICLE V PROMOTION AND SALE OF PRODUCTS.....................................6

         5.01     Purchaser Trademarks.......................................6
         5.02     Product Labeling...........................................6
         5.03     Supplier Materials.........................................6
         5.04     Adaptation of Documentation and Promotion Literature.......7
         5.05     Technical and Sales Training...............................7
         5.06     Technical Support..........................................8

ARTICLE VI WARRANTIES........................................................8

         6.01     Product Warranties.........................................8
         6.02     Proprietary Rights Warranties..............................9
         6.03     Proprietary Rights Indemnification.........................9
         6.04     Disclaimer of Warranties...................................9
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                                TABLE OF CONTENTS
                                   (CONTINUED)
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ARTICLE VII TERMINATION......................................................9

         7.01     Termination................................................9
         7.02     Termination for Insolvency or Bankruptcy..................10
         7.03     Rights Upon Termination...................................10
         7.04     Return of Materials.......................................10
         7.05     No Liability..............................................10

ARTICLE VIII MISCELLANEOUS..................................................10

         8.01     Limitation of Liability...................................10
         8.02     Entire Agreement..........................................11
         8.03     Relationship of Parties...................................11
         8.04     Confidentiality...........................................11
         8.05     Survival of Maintenance Obligations.......................12
         8.06     Notices...................................................12
         8.07     Force Majeure.............................................12
         8.08     Governing Law.............................................13
         8.09     Binding Effect............................................13
         8.10     Exhibits..................................................13
         8.11     Severability..............................................13
         8.12     Headings..................................................13
         8.13     Remedies Cumulative.......................................13
         8.14     Delays or Omissions.......................................13
         8.15     Survival of Terms.........................................13
         8.16     Nonexclusive Market and Purchase Rights...................14
         8.17     Software Licenses.........................................14
         8.18     Choice of Language........................................14
         8.19     Export Control and Related Provisions.....................14

EXHIBITS
Exhibit 1         Description of Products
Exhibit 2         International Price List
Exhibit 3         Initial Forecasted Volumes
Exhibit 4         Time Schedule
Exhibit 5         Foundry Networks Service Guide
Exhibit 6         Customization
Exhibit 7         Return Material Authorization Procedure

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                                     -ii-

<PAGE>

                                  OEM AGREEMENT

         THIS OEM AGREEMENT (the "AGREEMENT") is made and entered into as of
the date set forth on the cover page hereof (the "Effective Date"), between
Foundry Networks, Inc. (the "SUPPLIER"), and UTStarcom, Inc. a Delaware
corporation and on behalf of its subsidiaries (the "PURCHASER").

         The Supplier develops, manufactures, produces and/or supplies
high-performance networking products and desires to grant to the Purchaser
the right to sell and market certain of such products, and combine same with
other products manufactured, produced and supplied by the Supplier, all upon
the terms and conditions set forth in this Agreement. The Purchaser develops,
manufactures and/or sells and distributes telecommunications access and
networking products and desires to have the right to sell and market the
Supplier's products upon the terms and conditions in this Agreement within
the "Territory" as defined in Article 1.04 (xi) below.

         NOW THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                    ARTICLE I

                        TERM OF AGREEMENT; DEFINED TERMS

         1.01   GENERAL RELATIONSHIP. During the term of this Agreement, the
Supplier agrees to make available and sell to the Purchaser the Products (as
defined in Section 1.04 of this Agreement) set forth in Exhibit 1 in
accordance with the terms and conditions set forth herein.

         1.02   TERM OF AGREEMENT. The term of this Agreement shall commence
on the Effective Date and shall remain in full force and effect for one year
or until terminated by either party as set forth herein.

         1.03   EXCLUSIVITY. As a result of preexisting relationships the
Supplier is unable to offer non-exclusive rights to the Purchaser to sell
Products in the Territory. Notwithstanding, the Supplier hereby warrants and
represents that it will not actively recruit any entity or individual to sell
Products to any Telecom Carrier in [***] (as defined in Section 1.04 of the
Agreement) in the Territory. If minimum revenue projections are not met after
initial [***] of this agreement, supplier may notify the Purchaser, in
writing, of its intent to seek additional distribution partners.

         1.04   DEFINITIONS As used in this Agreement, the following terms
shall have the meanings indicated, unless the context clearly indicates
otherwise:

         (i) "APPLICABLE SPECIFICATIONS" means the functional performance,
operational and compatibility characteristic of a Product agreed upon in
writing by the parties or, by mutual agreement of the parties, as described
in applicable Documentation.

<PAGE>

         (ii) "CUSTOMERS" means distributors, dealers, resellers, value-added
resellers, system integrators and other similar customers of the Purchaser,
including End Users.

         (iii) References to "dollars" and "$" refer to United States currency.

         (iv) "DOCUMENTATION" means user manuals, training materials, product
descriptions and specifications, technical manuals, license agreements,
supporting materials and other printed information relating to the Products,
whether distributed in print, electronic or video format, in effect as of the
date of the applicable purchase order relating thereto.

         (v) "END USERS" means final retail purchasers or licensees who acquire
Products for their own use and not for resale, re-marketing or redistribution.

         (vi) "PRODUCTS" means, individually or collectively as appropriate, the
hardware, licensed software, Documentation, supplies, accessories and other
commodities related to any of the foregoing as set forth in Exhibit 1 and
customized in accordance with the requirements set forth in Exhibit 6 and which
are to be provided by the Supplier pursuant to this Agreement.

         (vii) "PURCHASE ORDER" means an official document, signed by an
authorized employee of the Purchaser, which is used to place product orders with
the Supplier.

         (viii) "PURCHASER TRADEMARKS" means any existing or future trademarks
that are registered by the Purchaser in the US or other countries.

         (ix) "SERVICES" means any warranty, maintenance, advertising, marketing
or technical support and training and any other services performed or to be
performed by the Supplier.

         (x) "TELECOM CARRIER" means any provider of voice or data transmission
services within the Territory, including but not limited to [***] and/or any
subsidiaries of such Telecom Carriers.

         (xi) "TERRITORY" means the countries, regions and territories as
defined in Exhibit 2. This list may be ammended from time to time by mutual
agreement of the parties.

                                   ARTICLE II
                            PURCHASE ORDERS; REPORTS

         2.01     ISSUANCE AND ACCEPTANCE OF PURCHASE ORDERS. The Purchaser may
purchase, and the Supplier shall sell to the Purchaser, Products as described
below;

                  (a)      The Purchaser may issue to the Supplier Purchase
Orders based on the prices listed in Exhibit 1 identifying the Products that the
Purchaser desires to purchase from the Supplier. Each Purchase Order for
Products shall be signed by an authorized representative of the Purchaser, and
shall clearly state the following:

                               (i)    Purchase Order number,

                               (ii)   Purchase order date,

                               (iii)  a description of the Product(s) ordered,

                               (iv)   Purchaser's Product number,

                               (v)    number of units of Product ordered,

                               (vi)   agreed cost per unit, the total price for
the Purchase Order,

                               (vii)  delivery date(s) requested for each
Product included in the Purchase Order (which delivery dates may not be later
than [***] after the date on which the Purchase Order is submitted by the
Purchaser),

                               (viii) address to which the Products described
in the Purchase Order are to be shipped, and

                               (ix)   address to which the Products described
in the Purchase Order are to be invoiced.

                  (b)      A Purchase Order may include other terms and
conditions which are consistent with the terms and conditions of this Agreement
or which are necessary to place a Purchase Order. Purchase Orders may be placed
by the Purchaser by facsimile or electronically transferred to the Supplier.
Terms and conditions on Purchase Orders which differ from those contained in
this Agreement shall not be valid unless specifically agreed in writing by an
authorized representative of the Supplier.

                  (c)      All Purchase Orders shall be transmitted to the
address set forth in Section 8.06.

                  (d)      A Purchase Order shall be deemed accepted by the
Supplier only after a written confirmation thereof has been issued by the
Supplier and delivered to the Purchaser. The Supplier shall issue such
written confirmation within [***] after receipt of the Purchase Order. If
such confirmation has not been issued within the [***] period, the Purchase
Order shall be deemed to be accepted by the Supplier. Without limiting the
generality of the foregoing, the Supplier may reject any Purchase Order that
fails to contain any of the information required to be set forth by Section
2.01(a). In the event of a conflict between the provisions of this Agreement
and the terms and conditions of a Purchase Order or the Supplier's
confirmation or other written communications, the provisions of this
Agreement shall prevail and be controlling.

                                      -2-
<PAGE>

                  (e)      Upon the termination of this Agreement, the Supplier
agrees to accept Purchase Orders from the Purchaser for additional Products
which, at the time of such termination, the Purchaser is contractually obligated
to furnish to its Customers and does not have in its inventory, provided that
the Purchaser notifies the Supplier of all such obligations in writing within
[***] of such date of termination.

                  (f)      This Agreement shall not obligate the Purchaser to
purchase any Products or Services, except as specifically set forth in a written
Purchase Order from the Purchaser or as otherwise set forth herein.

         2.02     INVOICES. For each shipment of Products to the Purchaser,
the Supplier shall transmit to the Purchaser an invoice which sets forth the
Purchaser's Purchase Order number, the Products shipped, the Supplier's and
the Purchaser's Product number and the price therefore.

         2.03     ROLLING [***] FORECAST. No later than [***] after the end
of each [***], the Purchaser shall deliver to the Supplier an updated,
non-binding, forward-looking rolling unit order forecast (each, a "ROLLING
[***] FORECAST") for each Product for the subsequent [***] period, to enable
the Supplier to plan production to meet the lead times anticipated. The
Rolling [***] Forecast is not an order or a commitment by the Purchaser to
purchase Products. Rolling [***]Forecasts shall be transmitted to the
Supplier via electronic mail or by such other means as may be agreed between
the Supplier and the Purchaser. Exhibit 4 sets forth the initial forecasted
volumes.

         2.04     PURCHASE ORDER MODIFICATIONS OR CANCELLATIONS.

                  (a)      Prior to shipment of Products, the Supplier shall
accept a modification to a Purchase Order in order to:

                               (i)  change a location for delivery,

                               (ii) change dates for delivery of Products
provided that said new delivery dates remain within the Suppliers' fiscal
quarter of the original shipment date, or

                               (iii) correct typographical or clerical
errors; provided, however, that notices of modification must be received by
the Supplier at least [***] prior to the original shipment date.

                  (b)      The Purchaser will confirm [***] before end of
[***]the forecasting of the following [***] by PO for delivery of orders
consistent with the Suppliers then current lead times. In the case that the
PO quantity is less than the forecasting quantity, the over-forecasted
quantity will be shifted to the [***] following. In the case that the PO is
larger than the forecasted quantity, Foundry Networks will make reasonable
efforts to satisfy the demand for non-forecasted units.

         2.05     CUSTOMIZATION REQUIREMENTS. In accordance with the time
schedule in Exhibit 4, the Supplier will modify the Products to fulfill the
customization requirements in Exhibit 6.


                                      -3-
<PAGE>

         2.06     Hardware and Software Enhancements. Should the Supplier
change, improve or add any enhancements to a Product at any time during the
term of this Agreement, the Supplier shall provide at least [***] notice to
the Purchaser of same prior to the implementation thereof. The Supplier will
make available to the Purchaser each new version of software made available
by the Supplier from time to time to its customers generally. With respect to
modifications in software and the rendition of other services that may be
requested of the Supplier by the Purchaser, the provision of same shall be as
mutually agreed by the parties, and without limiting the generality of the
foregoing, the Supplier may charge for such modifications or other services
[***]. Modifications to software and changes in product features which are
not part of the Supplier's standard releases are not part of this Agreement,
except to the extent set forth in Exhibit 5 and as the Supplier may otherwise
agree in writing. At the request of the Purchaser and upon the agreement of
the Supplier, such modifications or other services may be provided at a
pre-determined price.

         2.07     COST REDUCTION PROGRAM. The Parties agree to cooperate to
ensure that the Supplier's manufacturing of the Products at any time is
performed in the most cost efficient way hereunder on [***] basis to evaluate
the possibility of conducting a cost reduction program. The parties agree
that all cost reductions should be to the benefit of both Parties and as such
reflected in the prices for the Products.

         2.08     INITIAL ORDER. The Purchaser will place an initial order
for [***] to be used as a Test/Demonstration System ("TDS") in accordance
with the time schedule of Exhibit 4.


                                   ARTICLE III

                       DELIVERY AND ACCEPTANCE OF PRODUCTS

         3.01     TITLE AND RISK OF LOSS. Title to Products shall pass to the
Purchaser at the time that the Products are delivered to the [***]. Products
shall be shipped [***]. All risk of loss or damage to the products shall be
borne by the Supplier until delivery to the [***].

         3.02     ACCEPTANCE OF PRODUCTS. Acceptance of the TDS by Purchaser
will be based upon mutually agreed tests and success criteria. Each Product
shipment thereafter will be deemed accepted by Purchaser upon delivery to the
[***].

         3.03     DEFECTIVE PRODUCTS. In the event that any Products are
received by the Purchaser in a defective condition or not in accordance with
the Applicable Specifications, including the Purchaser's customization
requirements therefore or the Documentation relating to such Products
(collectively, "DEFECTIVE PRODUCTS"), the Purchaser may return such Defective
Products to the Supplier in the manner set forth in Section 6.01(b). The
Purchaser shall have the right to return any such Defective Products within
sixty (60) days after delivery and in accordance with any applicable warranty
with respect thereto.


                                      -4-
<PAGE>

                                   ARTICLE IV

                         PRICES: PAYMENT TO THE SUPPLIER

         4.01     PRICES FOR PRODUCTS. The price for each Product purchased
by the Purchaser pursuant hereto shall include the agreed discount on the
Supplier's list price for such Product.

                  (a)      The prices set forth in Exhibit 1 shall be discounted
according to the Discount Schedule and Forecasted Volumes of Exhibit 3. The
Parties will on a [***] basis negotiate the discounts and prices based on the
previous actual volume purchased and the future forecast. Furthermore, the
Parties agree to reevaluate prices if significant changes in market conditions
occur, and as Supplier's cost of manufacturing permits.

                  (b)      The Supplier agrees that [***] discount will be
granted on the project base in order to win the business.

                  (c)      Supplier will update the price list once the new
one is available to any other distributors, resellers or its repesent offices.

         4.02     PAYMENT. The Supplier shall invoice the Purchaser no
earlier than the applicable shipping date for the Products covered by such
invoice.

                  (a)      The Purchaser shall submit to Supplier payment for
any Purchase Order:

                               (i)  within [***] of the date of shipment of
the Products on such Purchase Order paid by company check issued in Alameda,
California.

                  (b)      Invoices that are unpaid at their due date, shall
bear interest at a rate of [***] or the maximum rate allowed by law,
whichever is less, until paid by Purchaser.

                  (c)      If deliveries are made in installments, the
invoice with respect to each shipment shall be paid when due without regard
to the other scheduled deliveries.

         4.03     TAXES. All payments to the Supplier hereunder shall be made
free and clear of and without reduction by reason of any taxes, levies, costs
or charges whatsoever imposed, assessed, levied or collected by any
government, political subdivision, jurisdiction or taxing authority, all of
which shall be for the account of the Purchaser and paid when due by the
Purchaser, unless the Purchaser shall have provided the Supplier with a valid
resale exemption certificate with respect thereto. Notwithstanding the
foregoing, if, under any applicable law, the Purchaser is required to
withhold tax or any other amount from any payment to the Supplier, the amount
due from the Purchaser to the Supplier shall be increased to the amount that
the Supplier would have received if no withholding had been required.


                                      -5-
<PAGE>

         4.04     PLACE OF PAYMENT. The Purchaser shall pay all amounts due
to the Supplier into such account as the Supplier may designate in U.S.
dollars. Payment shall be deemed to have been made only upon receipt of full
payment in the account specified pursuant hereto.

                                    ARTICLE V

                         PROMOTION AND SALE OF PRODUCTS

         5.01     PURCHASER TRADEMARKS. The Purchaser authorizes the Supplier
to apply the Purchaser's name or Purchaser Trademarks to the Products, as
directed by the Purchaser, for the sole purpose of supplying Products
pursuant to this Agreement. The Supplier shall acquire no right to the
Purchaser Trademarks by its use thereof, and may use the Purchaser Trademark
for the duration of this Agreement only to the extent specified herein. Any
such use of Purchaser Trademarks by the Supplier shall be to the Purchaser's
benefit.

                  (a)      The Purchaser shall retain the sole and exclusive
right, in its discretion, to bring legal action for trademark infringement with
respect to any of the Purchaser Trademarks.

                  (b)      The Purchaser agrees to indemnify and hold the
Supplier harmless from and against an and all actions, claims, losses and
damages (including reasonable attorneys' fees and court costs) arising out of or
in connection with the use of any Purchaser Trademark by the Supplier pursuant
to the terms of this Agreement.

                  (c)      The Purchaser agrees that it will not use any trade
names and trademarks of or licensed to the Supplier, all of which shall remain
the property of the Supplier. The Purchaser agrees not to contest any trade
names or trademarks of or licensed to the Supplier, or make application for
registration of any trade names or trademarks of or licensed to the Supplier,
without the Supplier's prior written consent. The Purchaser agrees not to use,
employ or attempt to register any trade names or trademarks that are confusingly
similar to the trade names or trademarks of or licensed to the Supplier.

                  (d)      The Purchaser shall provide the Supplier the
applicable templates and computer graphic files necessary to create the
logos/markings requested to be affixed to the products ordered by the Purchaser.
Supplier requests that these materials be provided at least [***] prior to first
shipment where this is required by the Purchaser.

         5.02     PRODUCT LABELING. All Products will be shipped to the
Purchaser as set forth in Exhibit 6.

         5.03     SUPPLIER MATERIALS. The Supplier agrees to provide upon the
Purchaser's request, [***], the following materials in media form with
respect to the Products: (i) the specifications, (ii) published user
instructions, manuals and other training materials, (iii) current manuals
covering installation, operation and maintenance of the Products, and (iv)
software. (v) Sales Tools such as presentation slides, competition analysis
and demonstration software, etc. The Purchaser shall have


                                      -6-
<PAGE>

the right to copy or reproduce the foregoing materials for use in connection
with the Purchaser's use, sale or support of the Products, or its support
thereof pursuant to Section 5.06, provided that the Purchaser makes no
modifications in such copied or reproduced materials without the prior
written consent of the Supplier and all designations or references therein of
or relating to the intellectual property rights of the Supplier shall be
maintained (including, without limitation, all references to the Supplier's
copyright and other intellectual property rights. The Purchaser shall include
with each Product delivered to a Customer a license agreement if so required
by the Supplier and warranty in the form promulgated by the Supplier (with
appropriate changes to reflect the OEM relationship between he Supplier and
the Purchaser).

         5.04     ADAPTATION OF DOCUMENTATION AND PROMOTION LITERATURE. The
Purchaser may translate into languages other than the English language such
of the Suppliers user manuals, product descriptions and specifications,
technical manuals, license agreements and other printed information relating
to the Products as shall be determined to be appropriate by the Purchaser.
The Purchaser shall own all rights in all such translated adaptations to
promotional materials, including, without limitation, rights to all local
language translations of the Supplier's user manuals, product descriptions
and specifications, technical manuals, license agreements and other printed
information relating to the Products. In connection therewith, the Purchaser
shall take appropriate action to secure copyrights with respect to all such
translated adaptations. The Supplier will review any translated materials for
correctness if so requested by the Purchaser but will not be bound by any
documents not printed by Supplier. The Supplier shall execute any and all
documents and/or instruments deemed by the Purchaser to be necessary or
appropriate to effect the assignments hereinabove described.

         5.05     TECHNICAL AND SALES TRAINING.

                  (a)      TRAINING SERVICES. During the term of this Agreement,
Supplier shall, at [***] expense, provide Purchaser at such location as
designated by Purchaser, with one day of training for the Purchaser Sales Force,
one day of training for Purchaser Field Sales Engineers and one day of training
per Product of engineering level training for Purchaser's employees engaged in
tier two technical support of the Products, to be conducted one day each at
Purchaser's premises in [***] or another location if agreed upon between the
Parties.

         Sales training will cover the [***] market, competition and product
features and benefits. The other training modules shall cover in detail, the
installation, configuration, operation, trouble shooting, adjustment, test and
maintenance of the product.

                  (b)      TRAINING MATERIALS. During the term of this
Agreement, Supplier shall, at [***] expense, provide Purchaser with all
materials utilized to provide training in connection with the Product(s),
materials as they become available. Such training shall include, but is not
limited to, Purchaser sales, Purchaser Field Sales Engineers, and Technical
Support courses. Training materials shall include, but are not limited to,
instructor guides, overheads, student workbooks, and manual/guides. Purchaser
shall have the right to reproduce and distribute copies of all training
materials, related documents and recordings under Purchaser's name to trainees
in training courses offered by Purchaser. All training material shall be
provided electronically.


                                      -7-
<PAGE>

                  (c)      The Supplier shall provide electronic mail access or
access to a private web account for software updates and bulletins, which
include known problems, work arounds, expected fixes and matters of a similar
nature.

                  (d)      In connection with the technical and sales training
and assistance described in this Section 5.05, the cost and expense of the
Purchaser's personnel in attending same shall be borne by the [***].

         5.06     TECHNICAL SUPPORT. During the term of this Agreement, the
Supplier shall provide technical support as set forth in Exhibit 5.

                                   ARTICLE VI

                                   WARRANTIES

         6.01     PRODUCT WARRANTIES. The Supplier warrants that each Product
will be free from defects in design, materials and workmanship and will
perform in conformance with the Applicable Specifications and Documentation
with respect to such Product, including the customization requirements set
forth in Exhibit 6. The period of warranty shall be [***] from the date of
delivery of such Product to the Purchaser. Software is warranted for [***]
from date of delivery, except for the software bug fixes which should be
warranted to [***].

                  (a)      During the warranty period set forth in this Section
6.01, the Purchaser's [***] remedy in the event of such defect or failure to
perform is [***] limited to the correction of the defect or failure by repair,
refurbishment or replacement, at the Supplier's sole option and expense. During
the warranty period, change orders and maintenance revision upgrades will be
provided upon request and as may be needed for proper operation of Products. The
Supplier reserves the right, in connection with the replacement of returned
Products or the repair of Products returned for repair, to use parts and
components (including refurbished parts and components) that are like new or
equivalent in performance to the original part or component. Replaced products,
parts or components shall become the property of the Supplier.

                  (b)      Claims by the Purchaser with respect to Defective
Products shall be made as follows: (i) claims shall be made in accordance with
the Return Material Authorization procedure of the Supplier set forth in Exhibit
7 as same may be amended from time to time on at least [***] notice to the
Purchaser.

                  (c)      Notwithstanding the foregoing, the Supplier shall
have no liability pursuant to Section 6.01 with respect to defects arising in
Products through: (i) normal wear and tear or obsolescence, (ii) causes external
to the Products (such as, for example, unusual physical stress, power failure or
unusual environmental conditions), and (iii) any cause other than ordinary use
(such as, for example, accident, fire, lightning, water damage, neglect, misuse,
improper installation or testing, or unauthorized attempts to repair, alter or
modify).


                                      -8-
<PAGE>

         6.02     PROPRIETARY RIGHTS WARRANTIES. The Supplier warrants that,
to the best of its knowledge, it has all right, title, ownership interest
and/or marketing rights necessary to provide the Products to the Purchaser,
and the Products and their sale and use hereunder do not infringe upon any
copyright, patent, trademark, trade secret or other proprietary or
intellectual property right of any third party.

         6.03     PROPRIETARY RIGHTS INDEMNIFICATION. The Supplier agrees to
indemnify and hold the Purchaser harmless from and against any and all
actions, claims, losses and damages (including reasonable attorneys' fees and
court costs) arising out of or in connection with any breach or alleged
breach of the warranties set forth in Section 6.02, provided that the
Supplier is notified promptly in writing thereof and is given complete
authority and information required for the defense thereof. The Purchaser
shall have the right to participate in the defense of any such suit or
proceeding at the Purchaser's expense and through counsel of its choosing. In
the event that an injunction is sought or obtained against the use of a
Product, the Supplier shall, within [***] of its receipt of notice thereof,
at [***] option and expense: (i) procure for the Purchaser and its Customers
the right to continue to use the infringing Product as set forth in this
Agreement, or (ii) replace the Product with a non-infringing alternative, or
(iii) modify the infringing Product to make its use non-infringing. The
Supplier shall have no liability under Section 6.02 or under this Section
6.03 for any infringement based on the use of any Product (including, without
limitation, software), if the Product (or software) is used in a manner or
with equipment for which it was not reasonably intended, or if the Product
(or software) is used in an infringing process.

         6.04     DISCLAIMER OF WARRANTIES. THE WARRANTIES SET FORTH IN THIS
ARTICLE VI ARE THE ONLY WARRANTIES MADE BY THE SUPPLIER PURSUANT TO THIS
AGREEMENT. EXCEPT FOR SUCH WARRANTIES, THE SUPPLIER MAKES, AND THE PURCHASER,
ITS CUSTOMERS AND END USERS OF PRODUCTS RECEIVE, NO OTHER WARRANTY, EXPRESS
OR IMPLIED, AND THE SUPPLIER EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER
WARRANTIES. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING,
WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR
PERFORMANCE OF THE PRODUCTS PROVIDED HEREUNDER, WHETHER MADE BY THE
SUPPLIER'S EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT,
SHALL BE DEEMED TO BE A WARRANTY BY THE SUPPLIER FOR ANY PURPOSE, OR GIVE
RISE TO ANY LIABILITY OF THE SUPPLIER WHATSOEVER.

                                   ARTICLE VII

                                   TERMINATION

         7.01     TERMINATION. Either party may terminate this Agreement,
with or without cause, upon giving the other party at least [***] prior
written notice. In case of termination by Supplier, Purchaser may in the [***]
 notice period place a non-cancelable last-time-buy order for such Products
at [***].


                                      -9-
<PAGE>

         In the event that either party materially defaults in the performance
of any of its duties or obligations set forth herein this Agreement, and such
default is not substantially cured within [***] after written notice is given to
the defaulting party specifying the default in reasonable detail, then the party
not in default may, by giving written notice thereof to the defaulting party,
terminate this Agreement or the applicable Purchase Order relating to such
default as of the date specified in such notice of termination.

         7.02     TERMINATION FOR INSOLVENCY OR BANKRUPTCY. Either party may
immediately terminate this Agreement and any Purchase Order by giving written
notice to the other party in the event of any of the following: (i) the
liquidation or insolvency of the other party; (ii) the appointment of a
receiver or similar officer for the other party; (iii) an assignment by the
other party for the benefit of all or substantially all of its creditors;
(iv) the entry by the other party into an agreement for the composition; (v)
extension or readjustment of all or substantially all of its obligations; or
(vi) the filing of a meritorious petition in bankruptcy by or against the
other party under any bankruptcy or debtors' law for its relief or
reorganization.

         7.03     RIGHTS UPON TERMINATION. The termination of this Agreement
or any Purchase Order shall not affect the Supplier's right to be paid for
Products previously shipped. The termination of this Agreement shall not
affect any of the Supplier's warranties, indemnifications or obligations
relating to returns, credits or any other matters set forth in this Agreement
that by their nature are to survive termination in order to carry out their
intended purpose, all of which shall survive the termination of this
Agreement. The termination of this Agreement shall not affect the obligations
of either party to the other party pursuant to any Purchase Order previously
accepted and confirmed by the Supplier.

         7.04     RETURN OF MATERIALS. In the event of the termination of
this Agreement, the Purchaser shall promptly return to the Supplier all sales
materials, specifications, drawings and other technical documents (including
all copies thereof received from the Supplier under this Agreement as
directed by the Supplier. The provisions of Section 7.04 shall survive the
termination of this Agreement.

         7.05     NO LIABILITY. Upon the termination of this Agreement, the
Supplier shall not be liable or obligated to the Purchaser with respect to
any payments, future profits, exemplary, special or consequential damages,
indemnification or other compensation regarding such termination,
irrespective of whether such obligations or liabilities may be contemplated
by the law(s) of the governments of any jurisdiction in which Products of the
Supplier are sold or marketed by the Purchaser, and the Purchaser hereby
waives and relinquishes any rights, pursuant to law or otherwise, to any such
payments, indemnifications or compensation.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.01     LIMITATION OF LIABILITY. THE SUPPLIER SHALL HAVE NO
LIABILITY FOR ANY LOSS OF PROFIT OR OTHER COMMERCIAL DAMAGE, INCLUDING,
WITHOUT


                                      -10-
<PAGE>

LIMITATION: INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES
OF ANY KIND; LOSS OF, OR DAMAGE TO, THE PURCHASER'S OR ANY END USER'S RECORDS
OR DATA; THIRD PARTY CLAIMS AGAINST THE PURCHASER; OR LOSS OF REVENUE, LOSS
OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH ANY
PRODUCTS SOLD OR LICENSED BY THE SUPPLIER TO THE PURCHASER OR TO ANY END USER
OF PRODUCTS, EVEN IF THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.

         8.02     ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the parties relating to the subject matter contained herein
and supersedes all prior agreements and understandings, written or oral,
relating to the subject matter hereof. This Agreement shall not be modified,
amended or terminated except in a writing signed by both parties.

         8.03     RELATIONSHIP OF PARTIES. The relationship of the parties
under this Agreement shall be, and at all times remain, that of independent
contractors, and the Purchaser is neither an employee nor an agent of the
Supplier nor is the Purchaser authorized to represent itself, directly or by
implication, as such.

         8.04     CONFIDENTIALITY. Each party acknowledges that in the course
of performance of its obligations pursuant to this Agreement, it may obtain
certain Confidential Information (as defined herein in Section 8.04(a)) of
the other party. Each party hereby agrees that all Confidential Information
communicated to it by the other party, its subsidiaries or Customers, whether
before or after the Effective Date, shall be and was received in strict
confidence, shall be used only for purposes of this Agreement, and shall not
be disclosed without the prior written consent of the other party.

                  (a)      As used herein this Agreement, the term "CONFIDENTIAL
INFORMATION" refers to all information proprietary to a party and not generally
known in the industry that is disclosed to or learned by the recipient party in
connection with this Agreement and clearly marked or identified as confidential
or proprietary, whether or not reduced to writing, including, without
limitation: (a) information not generally known in the industry which relates to
the business, products or work of a party: (x) of a technical nature, such as
trade secrets, methods, know-how, formulas, compositions, designs, processes,
information regarding product development and other similar information and
materials, and (y) of a business or commercial nature, such as information or
compilation of data about costs, pricing, profits, compensation, sales, product
plans, markets, marketing plans and strategies, equipment and operational
requirements, operating policies or plans, finances, financial records, methods
of operation and competition, management organization, customers and suppliers,
and other similar information and materials of a party; and (b) any other
technical business or commercial information designated as confidential or
proprietary that a party may receive belonging to any supplier, customer or
others who do business with a party. The foregoing limitations on use and
disclosure shall not apply to information that: (i) was lawfully known to the
receiving party before its receipt thereof; (ii) is learned by the receiving
party from a third party entitled to disclose same; (iii) becomes publicly known
other than through the actions of the receiving party, or (iv) is required by
law or court order to be disclosed by the receiving party.


                                      -11-
<PAGE>

                  (b)      Upon the termination of this Agreement, each party
that has received Confidential Information shall immediately surrender to the
other party all Confidential Information in a receiving party's possession of or
relating to the other party, or in the possession of any person or entity under
the receiving party's control, including all copies thereof, relating directly
or indirectly to any Confidential Information of the other party, or otherwise
relating directly or indirectly to the business of the other party. All
Confidential Information obtained by either party shall remain confidential for
a period of [***] after the termination of this Agreement.

                  (c)      The provisions of this Section 8.04 shall survive the
termination of this Agreement.

                  (d)      The parties will agree in advance to the content and
timing of any Press Releases and SEC filings and also to the existance of this
contract.

         8.05     SURVIVAL OF MAINTENANCE OBLIGATIONS. The Supplier warrants
for a period of [***] after the expiration of the Agreement to provide
Purchaser with new software updates/versions.

         8.06     Notices. Any notice, request, instruction or other document
to be given under this Agreement by a party hereto to the other party shall
be in writing and shall be deemed to have been duly given on the date of
service if delivered personally, or on the third day after mailing if sent by
certified mail, postage prepaid, at the addresses set forth below, or to such
other address or person as a party may designate by written notice to the
other:

         IN THE CASE OF THE SUPPLIER:           IN THE CASE OF THE PURCHASER:
         Foundry Networks, Inc.                 UTStarcom, Inc.
         2100 Gold Street                       1275 Harbor Bay Parkway
         San Jose, CA 95164, USA                Alameda, CA 94502, USA
         Attn.: OEM Contract Administration     Attn.: Russell Boltwood
                                                       Corporate Counsel

         8.07     FORCE MAJEURE. The term "Force Majeure" shall be defined to
include fires or other casualties or accidents, acts of God, fire, flood,
typhoon, peril or accident on the sea, other severe weather conditions,
strikes or other labor disputes (whether lawful or not), war, revolution, not
or other violence, lack of energy, or any other law, order, proclamation,
regulation, ordinance, demand or requirement of any governmental agency, or
any other cause beyond the control of a party.

                  (a) A party whose performance is prevented, restricted or
interfered with by reason of a Force Majeure condition shall be excused from
such performance to the extent of such Force Majeure condition so long as such
party provides the other party with prompt written notice describing the Force
Majeure condition and the causes of nonperformance and immediately continues
performance whenever and to the extent such conditions and causes of
nonperformance cease to exist. Without limitation, obligations with respect to
the payment of monies or other consideration shall not be excused due to the
occurrence of a Force Majeure condition.


                                      -12-
<PAGE>

                  (b) If, due to a Force Majeure condition, the scheduled time
of delivery or performance is or will be delayed for more than [***] after the
scheduled date thereof, the party not relying upon the Force Majeure condition
may terminate, without liability to the other party, any Purchase Order or
portion thereof covering the Products for which delivery has been delayed by the
occurrence of the Force Majeure condition.

         8.08     GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws, other than choice of law rules, of the
State of California and the parties hereby consent to the exclusive
jurisdiction of the courts of the State of California.

         8.09     BINDING EFFECT. This Agreement shall be binding on, and
inure to the benefit of the parties hereto and their respective
representatives, successors and permitted assigns, but neither this Agreement
nor any of the rights, interests or obligations hereunder shall be assigned
by either of the parties hereto, whether by operation of law or otherwise,
without the prior written consent of the other party.

         8.10     EXHIBITS. All exhibits attached hereto are incorporated
herein by reference.

         8.11     SEVERABILITY. In the event that any provision contained
herein shall be held to be invalid, illegal or unenforceable for any reason,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein.

         8.12     HEADINGS. The headings of the sections and articles of this
Agreement are inserted for convenience only and shall not constitute a part
hereof nor affect in any way the meaning or interpretation of this Agreement.

         8.13     REMEDIES CUMULATIVE. Except as herein expressly provided,
the remedies provided herein shall be cumulative and shall not preclude the
assertion by any party of any other rights or the seeking of any other
remedies against any other party, as the case may be.

         8.14     DELAYS OR OMISSIONS. No delay or omission to exercise any
right, power or remedy accruing upon any breach or default under this
Agreement shall impair any such right, power or remedy nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence
therein, or in any similar breach or default thereafter occurring, nor shall
any waiver of any single breach or default be deemed a waiver of any other
breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character of any breach or default under
this Agreement, or any waiver of any provisions or conditions of this
Agreement, shall be in writing and shall be effective only to the extent
specifically set forth in such writing.

         8.15     SURVIVAL OF TERMS. Termination of this Agreement for any
reason shall not release either party from any liabilities or obligations set
forth in this Agreement which (i) the parties have expressly agreed shall
survive any such termination, or (ii) remain to be performed or by their
nature would be intended to be applicable following any such termination.


                                      -13-
<PAGE>

         8.16     NONEXCLUSIVE MARKET AND PURCHASE RIGHTS. It is expressly
understood and agreed that this Agreement does not grant to the Supplier or
the Purchaser an exclusive right to purchase or sell products and shall not
prevent either party from developing relationships with other vendors or
customers.

         8.17     SOFTWARE LICENSES. Whenever the Products described in this
Agreement shall include software, the Supplier hereby grants to the Purchaser
a nonexclusive license to market, demonstrate and distribute through its
normal channels of distribution such software, in object code only, to
Customers of the Purchaser. The Purchaser agrees to comply with the
Supplier's reasonable software license agreements, and agrees to use
reasonable efforts to protect the Supplier's software, including using
reasonable efforts to avoid allowing Customers, individuals or employees: (i)
to make any unauthorized copies of the Supplier's licensed software; (ii) to
modify, disassemble or decompile any software; (iii) to remove, obscure or
alter any notice of patent, trademark, copyright or trade name; or (iv) to
authorize any person to do anything that the Purchaser is prohibited from
doing under this Agreement.

                  (a) The Purchaser acknowledges that no title or ownership of
the proprietary rights to any software is or will be transferred by virtue of
this Agreement. The Supplier and its licensors retain all title to and, except
as expressly licensed herein, all rights to any software contained in the
Products, all copies and derivative works thereof, related Documentation and
materials and all of their service marks, trademarks, trade names or any other
designations. Any invoices of the Supplier purporting to cover such items do not
convey title to, or patent rights, copyrights or any other proprietary interest
in, such items to the Purchaser.

                  (b) The Purchaser shall use reasonable efforts to protect the
Supplier's rights under this section, but the Purchaser is not authorized and
shall not be required to instigate legal action on behalf of the Supplier or its
suppliers against any third parties for infringement. The Purchaser shall notify
the Supplier of any infringement of which it obtains actual knowledge.

         8.18     CHOICE OF LANGUAGE. The original of this Agreement has been
written in the English language, and the English language version of this
Agreement shall be considered controlling for all purposes.

         8.19     EXPORT CONTROL AND RELATED PROVISIONS. The Purchaser hereby
agrees that it shall not, directly or indirectly, re-export, resell or
otherwise ship or transfer any of the Products, related Documentation, any
technology related thereto, any direct products of such technology, or any
products of which any of the Products is a component (collectively,
"CONTROLLED PRODUCTS") in violation of any prohibitions of the Export
Administration Regulations of the United States Department of Commerce, as
amended from time to time (the "BXA REGULATIONS"), whether such prohibitions
are based on the type of product, the country of destination, the end-user or
end-use of the product or otherwise. The Purchaser shall obtain appropriate
licenses, comply with applicable license exceptions and/or obtain appropriate
written assurances from purchasers or importers as may be necessary for its
activities with respect to the Controlled Products to comply with the BXA
Regulations. The Purchaser further agrees that it shall not, directly or
indirectly, export, re-export, resell or otherwise ship or transfer any
Controlled Products to any countries listed as "embargoed


                                      -14-
<PAGE>

countries" in the Foreign Assets Control Regulations of the United States
Department of the Treasury, as amended from time to time (the "FOREIGN ASSETS
CONTROL REGULATIONS"), without compliance with the Foreign Assets Control
Regulations, including, without limitation, obtaining any required prior
written consent of the United States Office of Foreign Assets Control.

                  (a) The Purchaser warrants that it has not been, and is not
currently, debarred or suspended from or otherwise prohibited or impaired from
exporting, re-exporting, receiving, purchasing, procuring or otherwise obtaining
any item, product, article, commodity or technical data regulated by any agency
of the government of the United States.

                  (b) In all of its activities hereunder or otherwise with
respect to Controlled Products, the Purchaser shall comply with (i) the
anti-boycott provisions of the BXA Regulations and of Section 999 of the United
States Internal Revenue Code and any regulations promulgated thereunder, as
amended from time to time (collectively, the "ANTI-BOYCOTT PROVISIONS"), and
(ii) the United States Foreign Corrupt Practices Act (the "FCPA").

                  (c) The Purchaser's obligations to comply with the BXA
Regulations, Foreign Assets Control Regulations, Anti-boycott Provisions and
FCPA shall apply to the extent that (i) such laws, rules and regulations are
applicable to the Purchaser, or (ii) the Purchaser's noncompliance would cause
the Supplier to be in violation of such laws, rules or regulations.

                           [SIGNATURE PAGE TO FOLLOW]





                                      -15-
<PAGE>


         IN WITNESS WHEREOF, the parties have been caused this Agreement to be
signed and delivered by its duly authorized officer or representative as of the
Effective Date.

SUPPLIER:                                     PURCHASER:

Foundry Networks, Inc.                        UTStarcom, Inc.



By: /s/ Signature Illegible                   By:
                                                   ----------------------------

Title: VICE PRESIDENT [Illegible]             Title:
       Aug. 25, 2000                                  -------------------------







                                      -16-
<PAGE>

                                    EXHIBIT 1

                          DESCRIPTION OF PRODUCTS AND
                   INTERNATIONAL PRICE LIST (IN U.S. DOLLARS)

         The following list prices were published by Supplier on [***] and shall
remain in effect for [***]

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
[GRAPHIC] FOUNDRY NETWORKS
<S>            <C>                                    <C>          <C>
                                                      Int'l List
    [***]               Complete Description           (in US $)      Category
-------------  -------------------------------------- ------------ -------------
</TABLE>

[***]

<PAGE>

                                    EXHIBIT 2

                                    TERRITORY

         Foundry Networks allows UTStarcom to sell Supplier's products in the
countries, regions and territories listed below. This list may be ammended by
mutual agreement of the parties.

         [***]



<PAGE>

                                    EXHIBIT 3

                 DISCOUNT SCHEDULE AND INITIAL FORCASTED VOLUMES

Discount Schedule

         The following percentage discounts from Supplier's List Prices will
apply for Supplier's Products shipped to Reseller during the [***] period
beginning on the Effective date, and for each subsequent [***] period during the
Term of the Agreement.

         a. A [***] discount will be applied for the first Purchase Order
regarding the TDS (Test and Demo System)

         b. With sufficent detailed forcast for initial [***] day period of this
agreement a [***] discount will be applied [***] subesquent Purchase Orders

         c. If no detailed forecast is provided or if forecast provided is below
minimum of [***] in net purchases for the first [***] of this agreement, an
alternative discount structure, as shown in Exhibit 3, Sec. (d) below, will be
substituted for [***] discounts offered in Exhibit 3, Sec.(a) above. Detailed
forecast is intended to be a [***] forecast as opposed to a [***] forecast.

         d. Alternative discount structure. If Purchaser attains the following
volumes in invoices to Supplier within [***] of the Effective Date of this
agreement, the corresponding discounts will be applied.

<TABLE>
<CAPTION>
                  VOLUME                             DISCOUNT
                  ------                             --------
<S>                                      <C>
                  [***]
</TABLE>

         e. Supplier and Purchaser will review the prices & discount regularly
to meet market and competitive requirements.

         f. Supplier will provide a discount not to exceed [***] under any and
all conditions for the [***] products only.

Initial Forcasted Volumes

         Purchaser forecasts sales within the Territory for the [***] to be as
follows:

         [***]


<PAGE>

                                    EXHIBIT 4
<TABLE>
<CAPTION>
                                  TIME SCHEDULE
<S>    <C>                                                                <C>
1.     Submit Purchase Orders for TDS and Support System                  [***]

[***].

2.     Shipment of the TDS and Support System                             [***]

3.     Training for UTStarcom, Inc. Sales/Support                         [***]

4.     Install TDS                                                        [***]

</TABLE>


<PAGE>


                                    EXHIBIT 5

                         FOUNDRY NETWORKS SERVICE GUIDE


                                  INTRODUCTION

         This Exhibit outlines the service and support requirements for the
Foundry International Service and Support Program. Specifically, this document
outlines Partner requirements with respect to providing maintenance and support
services including technical support, hardware replacement and software upgrades
to its End-Users. For purposes of this document, defined terms are set forth
below.

                                   DEFINITIONS

         "Partner" shall mean any party who purchases Foundry products for
resale or sublicense to End-Users. Partners to include but not be limited to:
Systems Integrators, VAR's, OEM's and Distributors.

         "End-User" shall mean any party who purchases Foundry products from
Partner for their own internal use and not for redistribution.

         "TAC" shall mean each party's telephone technical support center that
provides support in the configuration, operation and diagnosis of Foundry
Products.

         "1st Level Support" shall mean Partner's 24x7 telephone technical
support to directly assist End-Users in the configuration, operation and
diagnosis of Foundry products.

         "2nd Level Support" shall mean the Partner's second level of support
including the engineers in the Partners support organization certified on
Foundry products. These individuals will perform advanced troubleshooting and
diagnosis of the End-User's issues as well as on-site visits when necessary.

         "3rd Level Support" shall mean Foundry TAC Level 3 Engineering
department which is staffed with individuals with many years of industry
experience. These engineers are capable of the highest level of support. This
department has direct access to Foundry Development Engineering and can solve
extremely difficult or unusual problems.



<PAGE>

                          COMMITMENTS AND DELIVERABLES

         The following table sets the agreed upon Foundry and Partner
commitments for the Partners Service and Support Program.

<TABLE>
<CAPTION>
--------------------- ------------------------- ------------------------------
Support Service       Foundry Commitments       Partner Commitments
--------------------- ------------------------- ------------------------------
<S>                   <C>                       <C>

[***]

</TABLE>



                                      -2-

<PAGE>

                    FOUNDRY TECHNICAL ASSISTANCE CENTER (TAC)

         The Foundry TAC is the focal point of Foundry support services. Network
Support Engineers (NSEs), who possess detailed knowledge of the complete product
family and all aspects of [***] staff our global TAC located in San Jose,
California. In addition to the TAC personnel, Foundry also has field-based
Network Support Engineers and Systems Engineers available to assist with pre-
and post-sales issues.

         The TAC consists of three groups:

TIER ONE SUPPORT GROUP

         The Tier One Support Group is the first point of contact into Foundry's
TAC. These individuals take the first call, and ensure that the proper
information is entered into the Call Tracking System ("CTS"). In addition, the
FLS staff assists the Partner with simple configuration and problem resolution.

TIER TWO SUPPORT GROUP

         Once a case has been entered into the CTS, a Foundry NSE handles the
case. The NSEs are grouped according to product type and it is their job to work
a case to closure or escalate to the Tier Three Support Group. This strong
teaming aspect within the TAC, and within the product groups, develops
additional experience and leadership.

         The NSEs have access to labs with Foundry equipment, as well as
equipment from other vendors, to assist in recreating whatever problem the
Partner may be experiencing. In addition to the equipment in the labs, the
engineers have access to the most modern analysis tools.

TIER THREE SUPPORT GROUP

         This team is the escalation point from the Tier Two Support Group to
ensure that problems are solved in an expeditious time frame and Partner
satisfaction is maintained.

         This is a group of senior Network Analysts. Program Managers and
Development Engineers dedicated to working on the critical network problems.
This organization is responsible for ensuring all available resources are
applied to the problem so that a resolution can be reached as quickly as
possible for all escalated cases.

FIELD NETWORK SUPPORT ENGINEERING

         In the event that on-site support is required, Foundry has post-sales
field resources available to assist Partners' field resources in restoring an
End-User's network to an operational state. These network engineering resources
are deployed by Foundry's support management.

<PAGE>

         4.1      TAC Process

                  Partner and End-User work on case.
                  Case resolution requires participation by Foundry's TAC.
                  Partner accesses the TAC via methods listed above. A case is
                  opened in Foundry's Call Tracking System (CTS). The call is
                  assigned a customer case tracking number The Partner is
                  advised of the case tracking number for their query. A NSE is
                  assigned to the case and the priority set.
                  The NSE, working with the Partner, is responsible for the case
                  until it is closed.

         4.2      Accessing the TAC

         Foundry offers multiple access methods to reach the 24x7 TAC:

                  7x24x365 telephone at + 1 xxxxxxxxxxxx
                  Email to SUPPORT@XXXXXXXXXXXX
                  Fax to+1 xxxxxxxxxxxx

         4.3      Site ID

         The site ID is a very important piece of the support model. All
Partners under a support services plan will have a site ID that must be used
when calling the TAC. This will ensure the following occurs.

         All information for a particular Partner is consistent in Foundry e's
         database. Partner will see cases that are opened to Partner's site ID
         on the TACtics Online system. Proper escalation and notification of
         problems can occur to proper account management. Any network drawings
         or site specific information are linked and available at time of call.
         Partner receives the proper level of service.

         If the site ID is unknown, an email should be sent to support @
Foundry.com that provides detailed company information and the Foundry Service
group will provide the correct site ID.

         4.4      Case Priority Matrix

         Cases opened in the TAC are given a severity level agreed upon between
the NSE and the Partner as follows:


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
------------------- ------------------------------- --------------------------
SEVERITY LEVEL      PRODUCTION NETWORK              COMMITMENT
------------------- ------------------------------- --------------------------
<S>                 <C>                             <C>
Critical                     [***]                           [***]
------------------- ------------------------------- --------------------------

High                         [***]                           [***]
------------------- ------------------------------- --------------------------

Medium                       [***]                           [***]
------------------- ------------------------------- --------------------------

Low                          [***]                           [***]
------------------- ------------------------------- --------------------------
</TABLE>

         Based on the level of severity of the case (i.e., critical, high,
medium, low), the appropriate NSE is assigned to the case.

         For problems of a critical and/or high nature, automatic notifications
are sent out to notify appropriate Foundry management (both field and internal)
of problem severity and status.



                                      -3-
<PAGE>


                                HARDWARE SUPPORT

         The following describes hardware replacement via a Return Material
Authorization (RMA). The process for submitting an RMA is described in Section
9.

         5.1      Advance Replacement

         Parts (serial number based) covered under this option will be shipped
out for advance replacement once the RMA is received and issued by the RMA
department, Monday through Friday. The part can be shipped to either the Partner
or the End-User and this be will determined at time of the RMA. Foundry may, at
[***] option, issue a new or reconditioned, good-as-new part.

         It is the responsibility of the Partner to retrieve the defective part
and return the same to Foundry within [***] of the receipt of the replacement
part. Equipment not received by Foundry within [***] will be invoiced to the
Partner at then-current list price.

         5.2      Return Material Authorization (RMA) Process

                  1   Partner calls TAC and establishes a Customer Case number.
                  2   TAC will assist where necessary in initial fault
                      information.
                  3   TAC/Partner will determine what part needs to be replaced
                      and obtain serial number.
                  4   Case is transferred to the RMA department.
                  5   RMA department will check for hardware support option and
                      issue Partner an RMA number.

         Equipment returned without a valid RMA number will be rejected by
Foundry's receiving department.

         5.3      Return of Defective Product

         Defective product must be returned to Foundry within [***] of receipt
of the advance replacement. Partner will be billed the full value of the product
if not returned within [***].

         The product must be properly packaged, WITH THE RMA NUMBER CLEARLY
MARKED ON THE OUTSIDE OF THE BOX, and shipped prepaid to the following address:

         Foundry, Inc.
         Xxxxxxxxxx
         xxxxxxxxxx
         United States of America

         Equipment returned without a valid RMA number will be rejected by
Foundry's receiving department.


                                      -4-
<PAGE>

         Telephone: +1 xxxxxxxxxx

         Facsimile: +1 xxxxxxxxxxx

         Only the affected part needs to be returned.

         Foundry product repairs in process or en route prior to the inception
of this support plan shall be repaired according to the terms and conditions in
place at the time the Foundry product was submitted for repair.

         Per customs regulations, Foundry is required to list fair market value
(i.e. what Partner originally paid for the product) on the commercial invoice
for customs purposes only. Foundry cannot alter these prices. All duties and
taxes are the sole responsibility of [***]. [***] is responsible for registering
the defective product with their country prior to exporting in order to apply
for duty drawback after the product is re-imported. If special verbiage or
documentation is required to facilitate entry of a Foundry product into a
particular country, it is [***] responsibility to provide such verbiage or
documentation prior to the shipment of a Foundry product. Foundry reserves the
right to refuse special requests if it is felt to be in violation of standard
customs regulations.

                                     PRICING

         Foundry will provide support services [***] for the [***] period of
this agreement. At the end of this [***] period, support services pricing will
be jointly re-evaluated between UTStarcom and Foundry.

         The support services fee must be included as a separate item on all
Partner purchase orders. Orders that do not include support services fees will
be rejected.

<TABLE>
<CAPTION>
--------------------------------------------------- ---------------------------
ADDITIONAL FOUNDRY SERVICE                          PRICE AS SPECIFIED
--------------------------------------------------- ---------------------------
<S>                                                 <C>
On-site assistance for non-Foundry problem:         [***]
--------------------------------------------------- ---------------------------

Assistance with modem configuration or delay
caused by improper modem configuration [***]
delay maximum before charge is applied:             [***]
--------------------------------------------------- ---------------------------
</TABLE>

                               END-OF-LIFE SUPPORT

         Partner will be notified when Foundry announces end-of-life on a
product. At that time, Partner will be authorized to procure Foundry product for
a last-buy to satisfy the requirements of their End-Users.


                                      -5-
<PAGE>

         Foundry will support a particular product for a period of [***] after
announced end-of-life. The support will only include critical bug fixes as well
as hardware (or functionally equivalent hardware) RMA support during this time
period.

                                    EXHIBIT 6

                                  CUSTOMIZATION

         Both parties should make sure that the product delivered with all
modification is done no later than [***] after the signature date of this
agreement.

         The Supplier's products will be modified to reflect purchaser's
requirements as listed below.

CUSTOMIZED HARDWARE DELIVERABLES:

         The following is an overview of the customization requirement to be
done by Supplier on every product and shipped to Purchaser:

         [***]

CUSTOMIZED SOFTWARE DELIVERABLES:

         The following is an overview of the customization requirement to be
done by Supplier on every software or management product and shipped to
Purchaser:

         [***]

CUSTOMIZATION SCHEDULE:

-        Product Drawings (including Modules)

         Date: TBD     Supplier will send Mechanical and label drawings to
                       Purchaser.

         Date: TBD     Purchaser returns drawings to Supplier with [***] and
                       [***].

-        Product User Manual

         Date: TBD     Send Supplier User Manual in Word/ASCII format to
                       Purchaser.

         Date: TBD     UTStarcom, Inc. returns finished UTStarcom, Inc. User
                       Manual with production specifications.



                                      -6-
<PAGE>

                                    EXHIBIT 7

                 RETURN MATERIAL AUTHORIZATION (RMA) PROCEDURES

         1.   The Purchaser fills in a RMA problem form (see attachment
below) which describes the particular problem and the serial number of the
Product. The form is faxed or e-mailed to the contact person (for RMA) at the
Supplier.

         2.   The Supplier responds to the RMA request providing an RMA
number (based on need).

         3.   The Product is shipped to the Supplier's facility (San Jose,
California) with the RMA problem form so that the Supplier can quickly trace
out the related problem for each Product and test/verify the problem.

         4.   The Supplier uses an RMA form (see attachment below) as a
travel form, which travels with the Product through the various entities in
the production/RMA/QA loop for processing. Each party fills in additional
details until the form is cleared (all details are complete) and signed.

         5.   The Product is fixed during its travel and is then shipped with
the RMA form back to the Purchaser.

<PAGE>
<TABLE>
<CAPTION>
                  PROBLEM REPORT FORM / UTSTARCOM, INC.-REPORT
<S>      <C>                                                      <C>


1.       Problem Number:                                          2.       Status:   OPEN    CLOSED
                               -------------------------------

3.       RMA Requested:    YES      NO

4.       Serial#:                                                 5.       Date Sent:
                   -------------------------------------------                          -----------------------------------

6.       Sent By:                                                 7.       Received Date:
                    ------------------------------------------                                -----------------------------

Short Summary:
                    -------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------


Test Details
Configuration:
                  ---------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

Foundry Contact Person:
                               -------------------------------
RMA No:                                (Only if RMA)                         Date Promised:
              --------------------------                                                        ---------------------------
                                                                                        -----------------------------------
Responsible Person                                                           Phone#:
                         ------------------------------------------------               -----------------------------------
Results:
          -----------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                FOUNDRY NETWORKS

                        RMA REPORT FORM - UTSTARCOM, INC.

<S>                                         <C>
RMA#:                                       SERIAL#:
     ------------------------------                 ----------------------------
Reason specified by Customer:
                             ---------------------------------------------------
Received Date:                              Due Date:
              ---------------------                  ----------------
VERIFICATION DETAILS: Verified on:                            By:
                                   ----------------               --------------

Result:   NPF    VERIFIED    OTHER    Type:   PRODUCTION      COMPONENT DESIGN

Verification Method:
                    ------------------------------------------------------------
CAUSE IDENTIFICATION: Problem Identified on:                          By:
                                             ------------------------     ------
Cause:
      --------------------------------------------------------------------------

RESOLUTION DETAILS: Resolution Provided on:                       By:
                                           -----------------         -----------
Method:
       -------------------------------------------------------------------------

Final Test: PASS FAIL (Perform Validation Test + Standard Test) Date:
                                                                      ----------
PREVENTION PROCEDURE: Advised on:                         By:
                                  --------------------        ------------------
Method:
       -------------------------------------------------------------------------

LABELING INFORMATION: Signed on:                        By:
                                 ----------------------     --------------------
Main Board Ser#:        Ver:       Management Assembly Ser#:          Ver:
                 -------     -----                           --------      -----
Return Date:                      By:
             --------------------     -------------------------

--------------------------------------------------------------------------------
VP OPERATIONS                 RM PROGRAM MANAGER

</TABLE>